Common use of Increase in Aggregate Commitments Clause in Contracts

Increase in Aggregate Commitments. (a) Provided there exists no Default (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request an increase in the Aggregate Commitments in an aggregate amount for all such increases not to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.15 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Aggregate Commitments. (a) Provided there exists no Default (and no Default would result therefrom)The Borrower shall have the right prior to the latest Termination Date then in effect, upon by notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrowers may to effectuate from time to time, request time an increase in the Aggregate aggregate Revolving Credit Commitments in an aggregate amount for all under this Agreement with the consent of the Issuing Banks and the Swing Line Bank (such increases consent not to exceed $500,000,000; provided, however, that the Borrowers shall have delivered be unreasonably withheld or delayed) (i) by adding to this Agreement one or more commercial banks or financial institutions reasonably acceptable to the Administrative Agent a Pro Forma Compliance Certificate demonstrating thatAgent, the Swing Line Bank and each Issuing Bank (who shall, upon giving effect on a Pro Forma Basis completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or (ii) by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Revolving Credit Commitments effectuated pursuant to this Section 6.102.14; and provided further that any Term Loan that is a separate tranche (i) no added Revolving Credit Commitment shall rank pari passu in right of payment and security with the Revolving Loansbe less than $10,000,000, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate or added Revolving Credit Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase 2.14 shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,650,000,000, and (iii) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.15 shall, in connection therewith, 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent a new commitment agreement on or before the effective date of any increase in form the Revolving Credit Commitments of each of the following items with respect to each Added Lender and substance satisfactory to the Administrative Agent and its counsel.Increasing Lender:

Increase in Aggregate Commitments. (a) Provided there exists no Default The Borrower shall have the right up to six months prior to the final Termination Date, with the consent of the Issuing Banks and the Swing Line Bank (and no Default would result therefromsuch consent not to be unreasonably withheld or delayed), upon by notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrowers may to effectuate from time to time, request time an increase in the Aggregate aggregate Revolving Credit Commitments in an aggregate amount for all such increases not under this Agreement by adding to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating thatthis Agreement one or more commercial banks or financial institutions (who shall, upon giving effect on a Pro Forma Basis completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Credit Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment effectuated pursuant to this Section 2.15 unless it specifically consents to such 2.14; provided that (x) no added Revolving Credit Commitment shall be less than $10,000,000, (y) no increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment added Revolving Credit Commitments pursuant to this Section 2.15 shall2.14 shall result in aggregate Revolving Credit Commitments exceeding $1,428,000,000, in connection therewith, and (z) no Lender’s Revolving Credit Commitment shall be increased under this Section 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent a new commitment agreement on or before the effective date of any increase in form the Revolving Credit Commitments of each of the following items with respect to each Added Lender and substance satisfactory to the Administrative Agent and its counsel.Increasing Lender:

Increase in Aggregate Commitments. (a) Provided there exists no Default (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request an increase in the Aggregate Commitments in an aggregate amount for all such increases not to exceed $500,000,000100,000,000; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $350,000,000, (ii) the Borrowers may make a maximum of three (3) such requests and (iii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.15 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel.. CREDIT AGREEMENT

Increase in Aggregate Commitments. (a) Provided there exists Increase in Aggregate Commitments Generally. So long as no Default (has occurred and no Default is continuing or would result therefrom)therefrom and the Aggregate Commitments have not been voluntarily reduced, upon notice from to Administrative Agent, at any time after the Administrative Borrower Closing Date but prior to the Administrative Agent Working Capital Maturity Date, Borrower may request one or more Additional Working Capital Commitments or one or more Additional Floorplan Commitments; provided that: (which shall promptly notify the Lenders)i) after giving effect to any such addition, the Borrowers may from time maximum aggregate amount of Additional Working Capital Commitments and Additional Floorplan Commitments that have been added pursuant to time, request an increase in the Aggregate Commitments this Section 2.14 shall not exceed $75,000,000; (ii) any such addition shall be in an aggregate amount for of $15,000,000.00 or any whole multiple of $1,000,000.00 in excess thereof (provided that such amount may be less than $15,000,000.00 if such amount represents all such increases not to exceed $500,000,000; provided, however, that remaining availability under the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase aggregate limit in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants respect of Additional Working Capital Commitments and Additional Floorplan Commitments set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche clause (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, this proviso); (iii) shall be on substantially the same terms Borrower may request a maximum total of three (other than pricing and funding3) and conditions as (and in any event no more favorably than) the Revolving Loans increases under this section and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase participate in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase in writing. Any Lender the Additional Working Capital Commitments or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.15 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counselAdditional Floorplan Commitments.

Increase in Aggregate Commitments. (a) Provided there exists no Default The Borrower shall have the right up to six months prior to the final Termination Date, with the consent of the Issuing Banks and the Swing Line Bank (and no Default would result therefromsuch consent not to be unreasonably withheld or delayed), upon by notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrowers may to effectuate from time to time, request time an increase in the Aggregate aggregate Revolving Credit Commitments in an aggregate amount for all under this Agreement (such increases not increase, a “Commitment Increase”) by adding to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating thatthis Agreement one or more commercial banks or financial institutions (who shall, upon giving effect on a Pro Forma Basis completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Credit Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment effectuated pursuant to this Section 2.15 unless it specifically consents to such 2.14; provided that (x) no added Revolving Credit Commitment shall be less than $10,000,000, (y) no increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment added Revolving Credit Commitments pursuant to this Section 2.15 shall2.14 shall result in aggregate Revolving Credit Commitments exceeding $2,025,000,000, in connection therewith, and (z) no Lender’s Revolving Credit Commitment shall be increased under this Section 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent a new commitment agreement on or before the effective date of any increase in form the Revolving Credit Commitments of each of the following items with respect to each Added Lender and substance satisfactory to the Administrative Agent and its counsel.Increasing Lender:

Increase in Aggregate Commitments. (a) Provided there exists The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (i) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Aggregate Commitments to exceed $1,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and no Default would result therefrom), upon notice from the Administrative Borrower (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent (and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall promptly notify indicate the Lenders), the Borrowers may from time to time, request an amount and allocation of such increase in the Aggregate Commitments in an aggregate amount for all and the effective date of such increases not increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to exceed $500,000,000; provided, however, that this Section by the Borrowers shall have delivered execution and delivery to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to of the applicable commitment increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) agreement shall be Guaranteed only by a “Lender” for all purposes under this Agreement on the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.15 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel.applicable

Increase in Aggregate Commitments. (a) Provided there exists no Default (and no Default would result therefrom)Default, upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request an increase in the Aggregate Commitments in an aggregate amount for all such increases not to exceed $500,000,000100,000,000; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $350,000,000, (ii) the Borrowers may make a maximum of three (3) such requests and (iii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.15 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Aggregate Commitments. (a) Provided there exists no Default (and no Default would result therefrom)a) The Borrower shall have the right prior to the latest Termination Date then in effect, upon by notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrowers may to effectuate from time to time, request time an increase in the Aggregate aggregate Extended Revolving Credit Commitments in an aggregate amount for all under this Agreement with the consent of the Issuing Banks and the Swing Line Bank (such increases consent not to exceed $500,000,000; provided, however, that the Borrowers shall have delivered be unreasonably withheld or delayed) (i) by adding to this Agreement one or more commercial banks or financial institutions reasonably acceptable to the Administrative Agent a Pro Forma Compliance Certificate demonstrating thatAgent, the Swing Line Bank and each Issuing Bank (who shall, upon giving effect on a Pro Forma Basis completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or (ii) by allowing one or more Lenders in their sole discretion to increase their respective Extended Revolving Credit Commitments hereunder or convert their respective Non-Extended Commitments hereunder into Extended Revolving Credit Commitments (each an “Increasing Lender”), so that such added and increased Extended Revolving Credit Commitments shall equal the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Extended Revolving Credit Commitments effectuated pursuant to this Section 6.102.14; and provided further that any Term Loan that is a separate tranche (i) no added Extended Revolving Credit Commitment shall rank pari passu in right of payment and security with the Revolving Loansbe less than $10,000,000, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate or added Extended Revolving Credit Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase 2.14 shall result in writing. Any Lender aggregate Revolving Credit Commitments exceeding $1,650,000,000, and (iii) no Lender’s Revolving Credit Commitment shall be increased or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to converted under this Section 2.15 shall, in connection therewith, 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent a new commitment agreement on or before the effective date of any increase in form the Extended Revolving Credit Commitments of each of the following items with respect to each Added Lender and substance satisfactory to the Administrative Agent and its counsel.Increasing Lender:

Increase in Aggregate Commitments. (a) Provided there exists no Default The Borrower shall have the right up to six months prior to the Termination Date, with the consent of the Issuing Banks and the Swing Line Bank (and no Default would result therefromsuch consent not to be unreasonably withheld or delayed), upon by notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrowers may to effectuate from time to time, request time an increase in the Aggregate aggregate Revolving Credit Commitments in an aggregate amount for all such increases not under this Agreement by adding to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating thatthis Agreement one or more commercial banks or financial institutions (who shall, upon giving effect on a Pro Forma Basis completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Revolving Credit Commitments effectuated pursuant to this Section 6.102.14; and provided further that any Term Loan that is a separate tranche (i) no added Revolving Credit Commitment shall rank pari passu in right of payment and security with the Revolving Loansbe less than $10,000,000, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate or added Revolving Credit Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase 2.14 shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,150,000,000, and (iii) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.15 shall, in connection therewith, 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent a new commitment agreement on or before the effective date of any increase in form the Revolving Credit Commitments of each of the following items with respect to each Added Lender and substance satisfactory to the Administrative Agent and its counsel.Increasing Lender:

Increase in Aggregate Commitments. (a) Provided there exists no Default The Borrower shall have the right up to six months prior to the Termination Date, with the consent of the Issuing Banks and the Swing Line Bank (and no Default would result therefromsuch consent not to be unreasonably withheld or delayed), upon by notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrowers may to effectuate from time to time, request time an increase in the Aggregate aggregate Revolving Credit Commitments in an aggregate amount for all such increases not under this Agreement by adding to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating thatthis Agreement one or more commercial banks or financial institutions (who shall, upon giving effect on a Pro Forma Basis completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Revolving Credit Commitments NYDOCS02/934719.8 27 effectuated pursuant to this Section 6.102.14; and provided further that any Term Loan that is a separate tranche (i) no added Revolving Credit Commitment shall rank pari passu in right of payment and security with the Revolving Loansbe less than $10,000,000, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate or added Revolving Credit Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase 2.14 shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,175,000,000, and (iii) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.15 shall, in connection therewith, 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent a new commitment agreement on or before the effective date of any increase in form the Revolving Credit Commitments of each of the following items with respect to each Added Lender and substance satisfactory to the Administrative Agent and its counsel.Increasing Lender:

Increase in Aggregate Commitments. (a) Provided there exists Increase in Aggregate Commitments Generally. So long as no Default (has occurred and no Default is continuing or would result therefrom)therefrom and the Aggregate Commitments have not been voluntarily reduced, upon notice from to Administrative Agent, at any time after the Administrative Borrower Closing Date but prior to the Administrative Agent Working Capital Maturity Date, Borrower may request one or more Additional Working Capital Commitments or one or more Additional Floorplan Commitments; provided that: (which shall promptly notify the Lenders)i) after giving effect to any such addition, the Borrowers may from time maximum aggregate amount of Additional Working Capital Commitments and Additional Floorplan Commitments that have been added pursuant to time, request an increase in the Aggregate Commitments this Section 2.14 shall not exceed $50,000,000; (ii) any such addition shall be in an aggregate amount for of $15,000,000.00 or any whole multiple of $1,000,000.00 in excess thereof (provided that such amount may be less than $15,000,000.00 if such amount represents all such increases not to exceed $500,000,000; provided, however, that remaining availability under the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase aggregate limit in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants respect of Additional Working Capital Commitments and Additional Floorplan Commitments set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche clause (i) shall rank pari passu in right of payment and security with the Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, this proviso); (iii) shall be on substantially the same terms Borrower may request a maximum total of three (other than pricing and funding3) and conditions as (and in any event no more favorably than) the Revolving Loans increases under this section and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase participate in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase in writing. Any Lender the Additional Working Capital Commitments or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.15 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counselAdditional Floorplan Commitments.

Increase in Aggregate Commitments. (a) Provided there exists no Default (and no Default would result therefrom)The Company shall have the right up to six months prior to the Termination Date, upon without the consent of the Lenders, by notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrowers may to effectuate from time to time, request time an increase in the Aggregate aggregate Commitments in an aggregate amount for all such increases not under this Agreement by adding to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating thatthis Agreement one or more commercial banks or financial institutions (who shall, upon giving effect on a Pro Forma Basis completion of the requirements of this Section 2.6, constitute “Lenders” hereunder) (each, an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Commitments hereunder (each, an “Increasing Lender”), so that such added and increased Commitments shall equal the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Commitment effectuated pursuant to this Section 6.102.6; and provided further that any Term Loan that is a separate tranche (i) no added Commitment shall rank pari passu in right of payment and security with the Revolving Loansbe less than $5,000,000, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate or added Commitments to be either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.15 unless it specifically consents to such increase 2.6 shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Commitments exceeding $125,000,000, and (iii) no Lender’s Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.15 shall, in connection therewith, 2.6 without the consent of such Lender. The Company shall deliver to the Administrative Agent a new commitment agreement Agent, on or before the effective date of any increase in form the aggregate Commitments, each of the following items with respect to each Added Lender and substance satisfactory to the Administrative Agent and its counsel.Increasing Lender: